[Community-Discuss] Bylaws changes

Sat Nov 5 03:24:52 UTC 2016

The “insertion” method described in point 5 is certainly confusing to integrate in one’s head with the changes proposed in point 4.

While I have no vote in these matters, I will state my continued objection to term limits. If the membership does not want a director to remain, they are perfectly capable of removing that director from his office at the end of his term by simply electing someone else.

Term limits deprive the voters of choice. They cause at least as much damage as they do good in the vast majority of cases.

On the other hand, I do support the limit on the number of directors from a common organization and believe that 2 is a reasonable number with the current composition of the board. It may be worth expressing this rather than as a hard number, as a fraction of the board in order to avoid a dangling dependency that doesn’t get corrected should the makeup of the board (number of members, etc.) be changed in a way that affects this consideration.

In the case of 13.8(c), I would not be opposed to reducing this provision to 1.

However, if 13.8 is to be implemented, there must be a mechanism defined for the priority, order of operations, and precedence involved as well as the procedure for resolving any conflicts between the election result and this provision.

At the end of 13.8, I think the phrasing “For the avoidance of doubt, the limitations enumerated in the above paragraph shall not apply to the CEO.” creates more doubt than it avoids. For a plain-text reading of that sentence would leave one thinking that they do apply to other board members elected from the same {company,subregion,country} as the CEO, and leave it unclear as to whether the CEO is counted in that tally or not. I believe the intent is not to count the CEO as a board member for determining such conflicts.

I would propose the alternative wording:

“For the avoidance of doubt, the CEO shall be considered to come only from AfriNIC itself as a company and shall not be considered to be from any particular sub-region or country in determining any conflicts above. The CEO shall neither be removed by any of these provisions, nor shall his presence or history be used as a reason to disqualify or remove any other board member or candidate.”

Point 8, I believe this should be made broader to cover not only transactions with the company, but also any other potential conflict of interest such as being affiliated with an organization which may substantially or disproportionately benefit from a particular policy proposal in front of the board for ratification, etc.

Perhaps:

15.6	A director of the company shall, where he has a potential conflict of interest in any item brought before the board, disclose such conflict to the board. Said director shall recuse himself from voting on any such matter before the board where a conflict exists.

Point 10, I would suggest limiting the reappointment term not to the full term of re-election, but rather, until the next general meeting of the membership where directors are to be appointed. I realize this is a change from current existing practice, but I believe it to be a more appropriate course of action in the event that a qualified candidate is not found in time for the election as it will help to reduce the duration of incumbency through apathy.

Point 11, No objection, except that I believe that the ability of the board to serve as a check and balance on the nominating committee for compliance with the proposed provisions of 13.8 may be worth preserving. I do not believe the board should generally be able to “edit” the slate of candidates.

Point 13, No objection, but a concern that the determination of “endorsement” is left open to interpretation. Is that a majority vote of those present in the PPM? The determination of the PDWG co-chairs after the PPM as to whether endorsement was achieved? Some other criteria? I believe here, especially, we should be quite explicit in defining the process to be followed and the mechanism by which endorsement is given, or, most importantly, withheld.

Pont 14, Suggest instead of a 2 month notice period, require presentation at a PPM and on the appropriate -discuss mailing list(s) followed by a 60 day comment period thereafter.

Owen

> On Nov 4, 2016, at 12:16 , Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
> 
> Hi Alan,
>  
> I believe Point 5 may result in conflict with Article 13.4 that states that directors represent specific regions.  For consistency 13.4 would also need modification.
>  
> I believe that section 16 is also in conflict with the companies act.  The companies act specifically states that a director may only be removed in a meeting dedicated to that purpose with that being the only item on the agenda.  So while I have no problem with the community being able to recall a director, it must be through a dedicated meeting and not through the addition of an agenda item at a regular meeting.
>  
> Other than that, all looks good
>  
> Thanks
>  
> Andrew
>  
>  
> From: Alan Barrett [mailto:alan.barrett at afrinic.net] 
> Sent: 04 November 2016 21:26
> To: General Discussions of AFRINIC <community-discuss at afrinic.net>
> Subject: Re: [Community-Discuss] Bylaws changes
>  
> Dear community,
> 
> Here is the next round of suggestions for Bylaws changes.
> 
> In cases where the previous proposal identified an issue but did not propose text, I am now proposing text.  I am also proposing a few additional changes to address issues raised by others.  Finally, I am proposing a change to address a problem with approving the annual financial statements.
> 
> I intend to propose all these bylaws changes as special resolutions at the AFRINIC-25 SGMM, possibly with edits resulting from further review and discussion.
> 
> Alan Barrett
> 
>  
> 
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